One In a Million Chances
by Stardust287
Summary: Cody meets a girl his age and starts to slack off in school because he hangs out with her so much. Meanwhile, Zack starts doing better in school because of what happened between him and Max. And what kind of past does Max have with Cody's new girlfriend?
1. Chapter 1

Disclaimer- I do not own The Suite Life of Zack and Cody.

Summary- Cody meets a girl his age and starts to slack off in school because he hangs out with her so much. Meanwhile, Zack starts doing better in school. ZackxMax. CodyxOC. Bad summary….review plz!

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The school bus dropped off Cody at the Tipton. He walked inside and waited for the elevator to come. His twin, Zack, was staying after school with his girlfriend, Max, to do 'homework' in the library. As the elevator came, with nobody else inside, Cody stepped in, followed by a girl who had dirty blond hair and blue-green eyes. She carried a textbook and pressed the button for level 21.

"Hi," she said, "I'm Lacey."

"Hi, I'm Cody."

"Where do you go to school?" Lacey asked.

"Buckner Middle School, you?"

"Uh, I actually go to my sisters school," Lacey said.

"Cool. Well, I guess maybe I'll see you later, I guess."

"Okay, bye," Lacey waved as she stepped out onto floor 21.

When the elevator reached the 23rd floor and Cody walked into his suite.

"Hey, Cody. How was school?" his mother asked.

"Fine. I actually don't have any homework today, surprisingly, which stinks." Cody always loved homework, unlike Zack, who never did homework.

Cody flipped through the channels on the TV and settled on a show and watched it until a half an hour later, when Max and Zack walked through the door.

"Zack, you're so funny!" Max said. Cody rolled his eyes and shut off the TV. He knew it was going to be another bring Friday which meant Max was going to sleepover.

"Mom, I'm going to the candy counter for, like, the rest of the night," Cody said. He was just being sarcastic, which Zack knew, but Max was offended.

"Zack, why does Cody hate me?"

"Um, he doesn't. He just has a candy craving, I guess."

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Cody got out of the elevator and stepped into the lobby to find Lacey behind the candy counter with Maddie.

"Hey, Maddie. Hey Lacey."

"Cody, how do you know my 14 year old sister?" Maddie asked.

"Oh, I met Cody in the elevator earlier," Lacey answered.

"What? Since when do you have a younger sister, Maddie? I knew you had an older sister at college and a younger brother, but never a younger sister!"

"Must have slipped my mind," Maddie said. Lacey stuck her tongue out at Maddie.

Maddie leaned in to Cody, "Mind if she could stay the night with you? I know its last minute and you barely know her, but my family has this thing tonight, and only my parents and I are invited. Please?"

"Sure, okay. Only if you give me a free snicker doodle, though."

Maddie handed him one. "Lacey, you're going up to the suite with Cody."

"Much better then hanging around here!" Lacey skipped out from behind the counter and next to Cody.

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As Lacey and Cody walked through the door to Cody's suite, Max dropped her handful of popcorn on the ground and stared at her.

"Lacey?" Max asked.

"Max?" Lacey said.

Max got her backpack and left the suite, "Zack, I'm really sorry, but I have to go…."

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A/N- boring, but you have to get through that to get to the good : )


	2. Chapter 2

Disclaimer- I do not own The Suite Life of Zack and Cody.

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"What did you do, Cody?" Zack questioned.

"I don't know, ask Lacey!" She glared at him.

"Yeah, oodles of fun to explain my past…" she walked into their room.

Zack and Cody followed.

"What happened between you and Max?" Zack asked.

"Like I said, let's forget about it because IT'S THE PAST!" she shrieked at him.

Zack snickered and sat down on his bed. He began to think and daydream when Lacey spoke.

"Well, what do you want to do?" she asked.

"Hmm, I was thinking up a plan until _you_ interrupted my thoughts! Nice girlfriend you have here, Cody!"

"She's not my girlfriend!" he said.

"Well, I mean, if you hate me, I was going to ask you-"

"Lacey, I didn't mean it like that," Cody said now feeling guilty.

"Let me finish. I was going to ask you if you _wanted_ to be my boyfriend?" Lacey finished.

"Yes! Yes!" was all he said. She ran over and kissed him.

"Oh, great. Why'd I have to go and set off my mouth? Now you're dating? Within seconds of compromise?" Zack asked.

"Yup!" Lacey replied.

"Man, I really want to solve this mystery between you and Max if you won't tell us," Cody said.

"Wow. Sad-you haven't even known each other for a full day! Too bad I'll have to waste it…"

"Waste what?" Lacey asked.

Zack ran over to Lacey and kissed her. "That."

"Zack, how _could_ you?" Cody asked.

"Well, if it makes you feel better… I enjoyed it!" Lacey said.

_I'm going to be the one who solves this mystery._ Zack thought off topic.

Cody stormed out of the room and down into the lobby to see Maddie still behind the candy counter.

"Maddie, I thought you said you and your family had to be somewhere, so I took in Lacey!"

"Um, right. Zack paid me 10 dollars for that. I gave in to it...sorry."

"Great. First, I loose my 10 dollars. Second, I hate Lacey. Third, Lacey is cheating on me. Fourth, I hate Lacey. Fifth, I find out that Zack did this. And did I mention I hate Lacey?"

"It might have slipped out. Wait, what do you mean she cheated on you?"

"We started dating, she asked me, okay? And I said yes. And then Zack goes and kisses her and she now likes him!"

"Looks like Zack's plan is working," Maddie said, "whatever that may be."

**A/N- sorry it took so long to update. It'll be another while again because I'm leaving for vacation….sorry :/**


	3. Chapter 3

"Cody, I got a question."

"Yeah, Maddie?" Cody responded.

"You can't be _that_ much in love with my little sis, because you've only known her for literally a day….so why are you so upset?"

"Because….I liked her ever since I stared into her one blue and one green eye…" Cody said gazing off into space.

Maddie snapped her fingers in front of his face. "Hello? Earth to Cody?"

"Sorry…I just wish Zack wasn't so…so-"

"So Zack?" Maddie answered.

Cody shook his head, "Yeah."

"So what are you going to do?"

"Well, do you know anything about-" Cody's question got interrupted by Lacey's screaming.

Lacey ran out of the elevator and went and sqeazed Maddie.

"Save me!" she screeched.

"What? Why?" Maddie asked. Just then, Zack came out of the next elevator holding a green and blue water gun.

"Duck!" Maddie whispered.

Lacey and Maddie ducked behind the candy counter while Cody just stood their frozen.

"Deer caught in headlights much?" Zack said and positioned his squirt gun.

Cody ran behind the candy counter with Maddie and Lacey just as Zack tried to squirt him. Then he knew Cody blew Maddie and Lacey's cover.

Zack snuck up behind them and blasted them. He let them have it.

"Aww, man! Thanks, Cody!" Lacey shrieked, "this is my favorite outfit and now its wet and it's your fault!" She ran away crying.

"I'd have to agree that it is one of her better outfits when she wears her off-the-shoulder-ripped-red shirt with the denim mini and leggings," Zack said.

"Well, no one asked you!" Cody yelled and ran after Lacey.

Maddie sighed as Zack ran after his twin who ran after Maddie's sister.

"Now it's back to the glamorous life of selling candy bars and mints…" she mumbled to herself since the excitement faded away.

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Cody found Lacey in the lounge at a table, crying. He went and sat next to her.

"Lacey, everything happens so fast with you….can we talk this-"

"Lacey! My sweet Lacey, are you okay?" Zack said coming in. Lacey stood up and ran and hugged Zack.

"I'm glad you're here, Zack. Cody was all over me!"

"What?!" Cody said, "but we're dating, even though that last part was not true!"

"But I dumped you."

"Um, when?"

"When Zack kissed me, remember?"

"Unfortunately…." Cody said and walked out of the lounge, bumping into them on purpose along the way. Zack never wanted to let Lacey go, but he knew sooner or later he would have to.

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**A/N- plz review : ) **


	4. Chapter 4

As Cody walked through the Tipton hallway, he ended up bumping in to someone.

"Sorry…wait, Max?" Cody asked.

"Hey, Cody." She gave him a hug.

"Here, come in to our suite," Cody said opening the suites door and sat down on the couch next to Max.

"Cody, your eyes are all red and puffy….have you been crying?"

"No…well, yeah."

"Do I want to know why?" Max said inching closer to Cody.

"It's Lacey. We became a couple, and then Zack went and kissed her and then she dumped me for him."

"Wait, he hasn't broken up with me though," Max said, her brown eyes widened. She moved closer to Cody. She looked like she was ready to cry.

"Me and Lacey have this…thing. Just about-"

Just then, Zack and Lacey came in through the doors. Max leaned in and locked lips with Cody as they closed the door.

Zack let go of Lacey's hand.

"Um, hello? We're here too you know!" Lacey said.

Max and Cody broke the kiss.

"Well, if it isn't mister two-faced with his new girlfriend!" Max said standing up.

"I can't tell you why I kissed Lacey, okay? You'd hate me even more."

Max took Cody's hand, "Well, looks like I'll just have to be a couple with Cody."

"Really?" Cody asked happily as he stood up next to her. He glared at Lacey.

"Yeah, really." She leaned in a started kissing him again and then they fell on the couch and kept kissing.

"Get a room!" Zack said as he walked into his own with Lacey.

Lacey looked at Cody sadly before walking in. "I'm sorry."

He stopped with Max and looked strait into her blue and green eyes. "You have to mean it, Lacey. Not just say it."

"I do-". Before she could finish, Zack grabbed her by the arm and dragged her into his room.

"What did you do that for?" she questioned.

"Because."

Lacey sighed…she knew what Cody _and_ Max were planning, it would just be like her past with Max…..

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**A/N- next chapter will be longer….plz review.**


	5. Chapter 5

Lacey wanted to tell someone her situation. She _needed_ to.

"Zack, can you keep a secret?"

Zack glanced up from his bed. "No."

Lacey bit her lip. "Okay, I'm going to tell you anyway."

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After a few minutes, Lacey just got done telling Zack her past with Max. Everything from when they were best friends in pre-k to Max having a habit of stealing her boyfriends from then to now Cody.

"Okay, I said it all." Lacey bit her nails.

"Lucky me! Thanks Lacey! I planned all this out, and you trusted me enough to tell me this mystery between you two. I knew it would work since you are a drama queen!"

Lacey scowled.

"No offense."

Lacey rolled her eyes and looked at her nails again.

"So, does this mean….Max is going to have to steal me away too?" Zack smiled.

Lacey broke out into a huge smile. She ran over and hugged him.

"If she tries, she has to go through me first!" Lacey said.

Lacey started crying tears of joy.

"What's wrong?" Zack asked. He sat back down on his bed next to Lacey.

"I just feel so happy I can trust someone enough to tell my secret to! Someone who understands me. Someone…like you." Before she knew it, when her lips were connected to Zack's, Max came in.

Max just stood there, staring at them. Lacey looked at her out of the corner of her eye to see her, while Zack was as oblivious as could be. Max glared at Lacey, and slammed the door shut to get Zack's attention.

Zack jumped and looked into Max's deep eyes. "What?"

"Let me get this strait. I was dating you, Zack, and Lacey was with Cody. Now, you're with Lacey, and I'm with Cody?"

"Maybe your brighter than I thought you were, Max," Lacey spoke.

"You under estimate me, Lacey." Max squinted. Zack noticed hastily and decided he better do something before a cat fight broke out.

"Where is Cody, anyway?" Zack asked.

"Like you care." And with that, Max left.

Lacey lunged for the door and tackled Max to the ground.

Zack ran out to the living room to see Cody wasn't there, but both Lacey and Max clawing at each other.

"Guys, quit it!" he yelled.

"Shut up, Zack!" Max screamed.

"Don't talk to my boy friend like that!" Lacey said.

"He won't be yours for long."

Lacey stopped and so did Max. Zack stepped back while Max winked at him and left the suite.

"What is with her?" Zack asked.

"When you find out the answer, you let me know."

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Cody handed Max her ice cream cone, his in his other hand.

They walked over to one of the picnic tables and sat down.

"I love getting ice cream in the park, don't you?"

Cody thought it was a weird question, but answered "I guess."

"Why'd you get chocolate ice cream? I thought your favorite flavor was lemon and chocolate sprinkles?" Cody asked. Max gasped.

"Guess you don't know me too well, then."

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**A/N- please review: )**


	6. Chapter 6

"I want a boyfriend who knows everything about me!" Max screeched and dropped her ice cream cone in shock. Cody sighed. This was not his week for girls.

"Max, don't be like that. You're acting like Lacey, and I really like you-"

"Lacey?! Lacey used to be my best friend…not anymore. But I'm still not just going to let you insult her!"

Cody brushed his blond hair out of his eyes. "I would never turn my back on someone who used to like me, I'm not like Zack." Cody regretted those words once they came out of his mouth. He covered his mouth with his hand and ended dropping his cone, too on the ground.

"Oh, I bet Zack can't wait to hear this one!" Max smirked and started to walk away.

"Max," Cody said, with innocence in his eyes, "please don't!"

Max tilted her head while she pondered his plead. She then started laughing.

"What's so funny with you torturing me like this?" Cody asked.

"This was all an act! I would never defend that girl. Lacey is a brat, and we all know that."

"What? You made me think you were dumping me for a girl I used to date that you claimed I insulted?" Cody said, getting lost in his own words.

"Yup!" she ran over and hugged him.

"Why?" Cody asked.

"Because…because I got accepted into an acting school over in Scotland."

"What the? How the? Huh?"

"Look, long distances can totally work!" she persisted.

"How do you know?"

"It's in all the movies." Max shrugged and grabbed Cody's hand.

"Don't worry. I promise I will write to you everyday!"

"Yeah, but why acting school?" Cody wondered.

"Because I did a community play a few weeks ago, and I fell in love with acting!" Max thought her boyfriend would be more happy for her.

"I suppose we can try to work this out…" Cody said, his voice cracking.

"Thanks, Cody! You're the best!" Max said and skipped down the path back to the Tipton.

"Yeah, you say that now, but what about in the next 10 minutes?" Cody whispered, too low for anybody but himself to hear.

**A/N- yup, there's a twist! Just thought I'd throw some more wild things in there (as if there weren't enough)…plz plz plz review!**


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